**EXHIBIT 10.66**

 

**THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF ACONFIDENTIAL TREATMENT REQUEST.  REDACTEDMATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION.**

 

AMENDMENT NUMBER 8TO LOAN DOCUMENTS

 

This AMENDMENTNUMBER 8 TO LOAN DOCUMENTS (this “Eighth Amendment”) is entered into asof December 31, 2009, by and between GVEC RESOURCE IV INC. (the “Agent”),as Agent and as a Lender, and EMRISE CORPORATION, a Delaware corporation (“Parent”),and Parent’s Subsidiaries that are signatories hereto (collectively, withParent, the “Borrowers” and each individually, a “Borrower”),with reference to the following facts:

 

A.                                   Borrowers,Agent and the Lenders named therein are parties to that certain Credit Agreement,dated as of November 30, 2007, as amended by that certain Amendment Number1 to Loan Documents, dated as of August 20, 2008, that certain AmendmentNumber 2 to Loan Documents, dated as of February 12, 2009, that certainForbearance Agreement and Amendment Number 3 to Loan Documents, dated as of March 20,2009 (as amended by that certain Amendment to Forbearance Agreement andAmendment Number 3 to Loan Documents, dated as of April 9, 2009), thatcertain  Amendment Number 4 to LoanDocuments, dated as of April 14, 2009, that certain  Amendment Number 5 to Loan Documents, datedas of August 14, 2009, that certain Amendment Number 6 to Loan Documents, dated as of November 3, 2009,and that certain Amendment Number 7 to Loan Documents, dated as of November 13,2009 (as further amended, restated, supplemented or modified from time to time,the “Credit Agreement”).

 

B.                                     Asof the date hereof, there is owing under the Credit Agreement a principalamount of Thirteen Million Eight Hundred Eighty Eight Thousand Three HundredFive Dollars ($13,888,305) (not including, to the extent applicable, anycontingent obligations), accrued and unpaid interest in the amount of OneHundred Thirty Two Thousand Five Hundred Fifty Three Dollars ($132,553), legalfees and costs, plus all other outstanding amounts and costs of enforcement dueunder the Credit Agreement.  Such amount,plus accruing interest and costs and accrued and accruing attorneys’ fees andcosts are hereinafter referred to herein as the “Existing Debt.”

 

NOW, THEREFORE,for good and valuable consideration, the parties agree as follows:

 

1.                                       DefinedTerms.  Capitalized terms nototherwise defined herein shall have the same meanings as set forth in theCredit Agreement

 

2.                                       Acknowledgementof Liability.  As of the date of thisEighth Amendment, Borrowers owe Lenders an amount equal to the ExistingDebt.  Each Borrower reaffirms all of itsobligations under the Credit Agreement and hereby forever waives andrelinquishes any and all claims, set-offs or defenses that any Borrower may nowhave with respect to the payment of sums due to Agent and the Lenders and theperformance of other obligations under the Credit Agreement.  The security interests granted to Agent inthe Credit Agreement in the Collateral remain perfected, first priority liens.

 

3.                                       Repayment.

 

(a)                                  Subjectto the other terms and conditions of this Eighth Amendment, Borrowers shallcontinue to make all payments  on accountof the Revolving Loan as they become due under the Credit Agreement.  Borrower shall repay the entire principalbalance, all accrued but unpaid interest, and all other amounts owing to Agenton account of the Revolving Loan, on the earlier of (i) the Maturity Dateor (ii) at such time as Borrowers repay all outstanding Obligations underthe Credit Agreement.

 

(b)                                 Exceptas otherwise set forth herein, all existing and scheduled fees and costs,including but not limited to those payable to PEMG and/or Agent, shall be paidwhen due.

 

(c)                                  Inconsideration of the execution of this Eighth Amendment, Borrowers shall payPEMG an advisory fee equal to Two Hundred Thousand Dollars ($200,000) (the “December AdvisoryFee”), which fee shall be due and payable on the earlier of (i) theMaturity Date or (ii) at such time as Borrowers repay all outstanding Obligationsunder the Credit Agreement.  The December AdvisoryFee shall be fully earned and nonrefundable as of the date of this EighthAmendment.

 

4.                                       Ratificationby Borrowers of Agent’s First Priority Security Interest in Collateral.  Each Borrower hereby confirms and ratifiesAgent’s first priority lien and security interest in and to allCollateral.  Each Borrower shall executesuch security

 

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**THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIALTREATMENT REQUEST.  REDACTED MATERIAL ISMARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION.**

 

agreements, financing statements and other documentsas Agent may from time to time reasonably request to carry out the terms ofthis Eighth Amendment and the Credit Agreement. Each Borrower authorizes Agent to file such financing statements andamendments relating to the Collateral. Such liens and security interests shall secure all of the obligations ofBorrowers under this Eighth Amendment and the Credit Agreement.

 

5.                                       Reviews;Observer.  Agent shall have a rightat any time after the date of this Eighth Amendment to appoint an outsideobserver, acceptable to Agent in its sole discretion, to review Borrower’s booksand records, the Collateral, and Borrowers’ business operations, all atBorrower’s expense, which reviews shall occur at Agent’s option and in Agent’ssole discretion.  Notwithstanding theforegoing, unless an Event of Default shall have occurred prior thereto, Agentacknowledges and agrees that (i) it shall not appoint an observer pursuantto this Section 5 before February 25, 2010; (ii) Agent shallprovide Parent no less than three (3) Business Days’ prior notice of thearrival of any such observer; (iii) such reviews shall occur at reasonabletimes agreed upon by the parties (or, during normal business hours, in theevent the parties cannot agree upon such times) and without causing unduedisruption to the business operations of Borrowers or the Foreign Subsidiaries(provided that Borrowers shall make available to the observer such members ofBorrowers’ executive management as the observer shall reasonably request); and (iv) thereasonable expense associated with such observer shall be borne by Borrowersbut shall not be due and payable until the earlier of (x) the MaturityDate or (y) at such time as Borrowers repay all outstanding Obligationsunder the Credit Agreement.

 

6.                                       Representationsand Warranties.

 

(a)                                  EachBorrower hereby represents and warrants that, after giving effect to thisEighth Amendment, no Event of Default or failure of condition has occurred orexists, or would exist with notice or lapse of time or both under the CreditAgreement.

 

(b)                                 Allrepresentations and warranties of Borrowers in this Eighth Amendment and theCredit Agreement are true and correct as of the date hereof, and shall survivethe execution of this Eighth Amendment.

 

7.                                       Amendments.The Credit Agreement is hereby amended as follows:

 

(a)                                  Schedule1.1 of the Credit Agreement hereby is amended by adding the followingdefinitions:

 

“Eighth Amendment” means that certain AmendmentNumber 8 to Loan Documents, dated as of December 31, 2009, by and amongBorrowers, Agent and the Lenders party thereto.

 

“Eighth Amendment Effective Date” means thatdate on which each of the conditions precedent set forth in Section 9 ofthe Eighth Amendment has been satisfied.

 

(b)                                 Section 2.2(d) ofthe Credit Agreement hereby is amended and restated in its entirety to read asfollows:

 

“(d)                           Subjectto subsection (c), above, the principal of Term Loan A shall be repaid inbiweekly installments of $37,500, commencing February 1, 2010 andcontinuing until the earlier of (i) the Maturity Date or (ii) at suchtime as Borrowers repay all outstanding Obligations under the Credit Agreement,at which time the entire principal balance and all accrued and unpaid intereston Term Loan A shall be due and payable in full.”

 

(c)                                  Section 2.2(e) ofthe Credit Agreement hereby is amended and restated in its entirety to read asfollows:

 

“(e)                            Subjectto subsection (c), above, the principal of Term Loan B shall be repaid inbiweekly installments of $37,500, commencing February 1, 2010 andcontinuing until the earlier of (i) the Maturity Date or (ii) at suchtime as Borrowers repay all outstanding Obligations under the Credit Agreement,at which time the entire principal balance and all accrued and unpaid intereston Term Loan B shall be due and payable in full.”

 

(d)                                 NewSection 2.2(f) hereby is added to the Credit Agreement to read asfollows:

 

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“(f)                              Subjectto subsection (c), above, the payments due as of January 1, 2010 underSections 2.2(d) and (e) shall be in the aggregate principal amount of$150,000 (plus interest paid in accordance with the terms of the Credit Agreement).”

 

(e)                                  Section 2.4(c)(i) ofthe Credit Agreement hereby is amended by amending and restating the clause atthe end of the first sentence of such Section 2.4(c)(i) to read asfollows:

 

“; provided,however, that (x) except as set forth in (y) and (z), below,in connection with any such sales or distributions that occur subsequent to theEighth Amendment Effective Date, Borrowers shall prepay the outstanding Obligationsin an amount equal to [* * *]  of the NetCash Proceeds received in connection with such sales or distributions; (y) Borrowersshall not be obligated to prepay the outstanding Obligations from the Net CashProceeds received in connection with the sale of [* * *]; and (z) Borrowersshall prepay the outstanding Obligations in an amount equal to (i) [* * *] of the Net Cash Proceeds received inconnection with the sale of [* * *] and (ii)    [* * *] of the Net Cash Proceeds received inconnection with the sale of [* * *].”

 

(f)                                    Section 5.22of the Credit Agreement hereby is amended and restated in its entirety to readas follows:

 

“5.22                     IntentionallyOmitted.”

 

(g)                                 NewSection 5.23 hereby is added to the Credit Agreement to read as follows:

 

“5.23                     Sales ofAssets; Key Milestones.

 

(a)                                  [** *];

 

(b)                                 Milestonesre and Sale of [* * *].  Borrowersshall (i) achieve each of the “Key Milestones,” by respective datesindicated, [* * *]; in each case of (i) and (ii), in form and content, andon such terms and conditions as are, reasonably acceptable to Agent; and

 

(c)                                  [** *]

 

(h)                                 Section 6.16(a) ofthe Credit Agreement hereby is amended and restated in its entirety to read asfollows:

 

“(a)                            IntentionallyOmitted.”

 

(i)                                     Section 6.16(b) ofthe Credit Agreement hereby is amended and restated in its entirety to read asfollows:

 

“(b)                           IntentionallyOmitted.”

 

(j)                                     Section 6.16(c) ofthe Credit Agreement hereby is amended and restated in its entirety to read asfollows:

 

“(c)                            IntentionallyOmitted.”

 

(k)                                  Section 6.16(d) ofthe Credit Agreement hereby is amended and restated in its entirety to read asfollows:

 

“(d)                           IntentionallyOmitted.”

 

(l)                                     Notwithstandingany provision of the Credit Agreement to the contrary,

 

(A) Borrowers shall provide to PEMG thefollowing:

 

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(i) by Monday ofeach week, (x) a weekly cash flow report detailing the previous weeks’receipts and expenses (and Borrowers’ global cash balances as reported in themost recent Borrowing Base Certificate) and (y) a 3-week (by week)forecast for the same line-items as set forth in the weekly cash flow report;in each case, in the form attached to this Eighth Amendment as Exhibit A;

 

(ii) (x) accessto any electronic data room established in connection with the sale, transferor other disposition of any of Borrowers’ assets, and (y) copies of allletters of intent, term sheets, expressions of interest (or similar), and draftpurchase and sale documents (or similar) and other key documents, and copies ofall correspondence or other written communications by or among any Borrower andany prospective purchaser (or other acquirer) of any of Borrowers’ assets; ineach case, as and when delivered or received;

 

(iii) evidence ofBorrowers’ global cash balances as of the Business Day immediately precedingeach Borrowing Base Certificate, certified by an Authorized Person, in the formattached to this Eighth Amendment as Exhibit B; and

 

(B) Borrowers shall, and shall cause Borrowers’investment banking or similar firm (including but not limited to Boenning &Scattergood), to meet weekly (or more frequently as PEMG may reasonablydetermine), on Thursday of each week, at 9:30 a.m. California time, withPEMG to discuss the status of Borrowers’ asset sales efforts, compliance withthis Eighth Amendment, and such other matters as PEMG may reasonably determineand/or deem necessary.

 

8.                                       Default.  In addition to all other Events of Defaultunder the Credit Agreement, Borrowers’ failure to pay any amount when due underthis Eighth Amendment or to perform any covenant or other Eighth Amendmentcontained in this Eighth Amendment or any other document entered into pursuanthereto, shall constitute Events of Default under this Eighth Amendment and theCredit Agreement.

 

9.                                       ConditionsPrecedent.  The effectiveness of thisEighth Amendment is subject to Agent’s receipt of all of the following:

 

(a)                                  thisEighth Amendment and such other agreements and instruments reasonably requestedby Agent pursuant hereto (including such documents as are necessary to createand perfect Agent’s interest in the Collateral), each duly executed by eachBorrower;

 

(b)                                 paymentof all legal fees and expenses incurred through the date of this EighthAmendment, estimated not to exceed $35,000 (which shall be remitted via wiretransfer according to the instructions set forth in Annex Z hereto); and

 

(c)                                  suchother documents and completion of such other matters as Agent may reasonablydeem necessary or appropriate.

 

10.                                 Release.

 

(a)                                  EachBorrower acknowledges that neither Agent, any Lender nor PEMG (the “ReleasedParties”) would enter into this Eighth Amendment without Borrowers’assurance hereunder.  Except for theobligations arising hereafter under this Eighth Amendment, each Borrower herebyabsolutely discharges and releases the Released Parties, any person or entitythat has obtained any interest from any of them under the Credit Agreement orotherwise and each of the Released Parties’ and such entities’ former andpresent partners, stockholders, officers, directors, employees, successors,assignees, agents and attorneys from any known or unknown claims which anyBorrower now has against any of them of any nature, including any claims thatany Borrower, its successors, counsel, and advisors may in the future discoverthey would have now had if they had known facts not now known to them, whetherfounded in contract, in tort or pursuant to any other theory of liability,including but not limited to any claims arising out of or related to the CreditAgreement or the transactions contemplated thereby.

 

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**THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIALTREATMENT REQUEST.  REDACTED MATERIAL ISMARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES ANDEXCHANGE COMMISSION.**

 

(b)                                 EachBorrower waives the provisions of California Civil Code Section 1542,which states:

 

A GENERAL RELEASE DOESNOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST INHIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

 

(c)                                  Theprovisions, waivers and releases set forth in this section are binding uponeach Borrower and each Borrower’s shareholders, agents, employees, assigns andsuccessors in interest.  The provisions,waivers and releases of this section shall inure to the benefit of the ReleasedParties and their respective agents, employees, officers, directors, assignsand successors in interest.

 

(d)                                 EachBorrower warrants and represents that such Borrower is the sole and lawfulowner of all right, title and interest in and to all of the claims released herebyand no Borrower has heretofore assigned or transferred or purported to assignor transfer to any person any such claim or any portion thereof.  Each Borrower shall indemnify and holdharmless Agent, each Lender and PEMG from and against any claim, demand,damage, debt, liability (including payment of attorneys’ fees and costsactually incurred whether or not litigation is commenced) based on or arisingout of any such assignment or transfer.

 

(e)                                  Theprovisions of this section shall survive payment in full of the Obligations,full performance of all the terms of this Eighth Amendment and the CreditAgreement, and/or Agent’s, any Lender’s or PEMG’s actions to exercise anyremedy available under the Credit Agreement or otherwise.

 

11.                                 Consultationof Counsel.  Each Borroweracknowledges that such Borrower has had the opportunity to be represented bylegal counsel of its own choice throughout all of the negotiations thatpreceded the execution of this Eighth Amendment.  Each Borrower has executed this EighthAmendment after reviewing and understanding each provision of this EighthAmendment and without reliance upon any promise or representation of any personor persons acting for or on behalf of Agent. Each Borrower further acknowledges that such Borrower and its counselhave had adequate opportunity to make whatever investigation or inquiry theymay deem necessary or desirable in connection with the subject matter of thisEighth Amendment prior to the execution hereof and the delivery and acceptanceof the consideration described herein.

 

12.                                 Miscellaneous.

 

(a)                                  Successorsand Assigns.  This Eighth Amendmentshall be binding upon and shall inure to the benefit of Borrower and Agent andtheir respective successors and assigns; provided, however, that the foregoingshall not authorize any assignment by Borrower of its rights or dutieshereunder.

 

(b)                                 Integration.  This Eighth Amendment and any documentsexecuted in connection herewith or pursuant hereto contain the entire EighthAmendment between the parties with respect to the subject matter hereof andsupersede all prior agreements, understandings, offers and negotiations, oralor written, with respect thereto and no extrinsic evidence whatsoever may beintroduced in any judicial or arbitration proceeding, if any, involving thisEighth Amendment; except that any financing statements or other agreements orinstruments filed by Agent with respect to Borrower shall remain in full forceand effect.

 

(c)                                  Courseof Dealing; Waivers.  No course ofdealing on the part of Agent or its officers, nor any failure or delay in theexercise of any right by Agent, shall operate as a waiver thereof, and anysingle or partial exercise of any such right shall not preclude any laterexercise of any such right.  Agent’sfailure at any time to require strict performance by Borrower of any provisionshall not affect any right of Agent thereafter to demand strict compliance andperformance.  Any suspension or waiver ofa right must be in writing signed by an officer of Agent.

 

(d)                                 Timeis of the Essence.  Time is of theessence as to each and every term and provision of this Eighth Amendment andthe other Credit Agreement.

 

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(e)                                  LegalEffect.  The Credit Agreement remainsin full force and effect.  If anyprovision of this Eighth Amendment conflicts with applicable law, suchprovision shall be deemed severed from this Eighth Amendment, and the balanceof this Eighth Amendment shall remain in full force and effect.

 

(f)                                    Choiceof Law and Venue; Jury Trial Waiver; Judicial Reference; Service of Process.  Section 12 of the Credit Agreementhereby is incorporated herein by this reference as though fully set forth.

 

(g)                                 Uponthe effectiveness of this Eighth Amendment, each reference in the CreditAgreement to “this Eighth Amendment,” “hereunder,” “herein,”“hereof” or words of like import referring to the Credit Agreement shallmean and refer to the Credit Agreement as amended by this Eighth Amendment.

 

(h)                                 Uponthe effectiveness of this Eighth Amendment, each reference in the LoanDocuments to the “Credit Agreement” “thereunder,” “therein,”“thereof or words of like import referring to the Credit Agreement shallmean and refer to the Credit Agreement as amended by this Eighth Amendment.

 

(i)                                     Assignmentand Indemnity.  Borrower consents toAgent’s assignment, in accordance with Section 13 if the Credit Agreement,of all or any part of Agent’s rights under this Eighth Amendment and the CreditAgreement.

 

13.                                 EntireAmendment; Effect of Eighth Amendment. This Eighth Amendment, and the terms and provisions hereof, constitutesthe entire Eighth Amendment among the parties pertaining to the subject matterhereof and supersedes any and all prior or contemporaneous amendments relatingto the subject matter hereof. Except as expressly set forth in this EighthAmendment, the Credit Agreement and other Loan Documents shall remain unchangedand in full force and effect. To the extent any terms or provisions of thisEighth Amendment conflict with those of the Credit Agreement or other LoanDocuments, the terms and provisions of this Eighth Amendment shall control.This Eighth Amendment is a Loan Document.

 

14.                                 Counterparts; Electronic Transmission**.**This Eighth Amendment may be executed inany number of counterparts, all of which taken together shall constitute oneand the same instrument and any of the parties hereto may execute this EighthAmendment by signing any such counterpart. Delivery of an executed counterpartof this Eighth Amendment by electronic mail shall be equally as effective asdelivery of an original executed counterpart of this Eighth Amendment. Anyparty delivering an executed counterpart of this Eighth Amendment by electronicmail also shall deliver an original executed counterpart of this EighthAmendment, but the failure to deliver an original executed counterpart shallnot affect the validity, enforceability, and binding effect of this EighthAmendment.

 

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**[*Balance of Page IntentionallyLeft Blank*]**

 

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**THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF ACONFIDENTIAL TREATMENT REQUEST.  REDACTEDMATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION.**

 

IN WITNESSWHEREOF, the parties have caused this Amendment Number 8 to Loan Documents tobe executed and delivered on the date first written above.

 
| **EMRISE  CORPORATION**      | ** **               | **EMRISE  ELECTRONICS CORPORATION**    |
|------------------------------|--------------------------|----------------------------------------|
|                         |                     |                                   |
|                         |                     |                                   |
| By:                          |                     |                                   | By: |   |
| Name:                        | Carmine  Oliva           |                                   | Name: | Carmine  Oliva |
| Title:                       | Chief  Executive Officer |                                   | Title: | President |
|                         |                     |                                   |
| **CXR  LARUS CORPORATION**   | ** **               | **RO  ASSOCIATES INCORPORATED**        |
|                         |                     |                                   |
|                         |                     |                                   |
| By:                          |                     |                                   | By: |   |
| Name:                        | Carmine  Oliva           |                                   | Name: | Carmine  Oliva |
| Title:                       | President                |                                   | Title: | President |
|                         |                     |                                   |
| **CUSTOM  COMPONENTS, INC.** | ** **               | **ADVANCED  CONTROL COMPONENTS, INC.** |
|                         |                     |                                   |
|                         |                     |                                   |
| By:                          |                     |                                   | By: |   |
| Name:                        | Carmine  Oliva           |                                   | Name: | Carmine  Oliva |
| Title:                       | President                |                                   | Title: | President |
|                         |                     |                                   |
|                         |                     |                                   |
| ** **                   | ** **               | **GVEC  RESOURCE IV INC.**,       |
|                         |                     | as  Agent and a Lender                 |
|                         |                     |                                   |
|                         |                     |                                   |
|                         |                     | By:                                    |   |
|                         |                     | Name:                                  |   |
|                         |                     | Title:                                 | Authorized  Signatory |
|                         |                     |                                   |
|                         |                     |                                   |
|                         |                     | By:                                    |   |
|                         |                     | Name:                                  |   |
|                         |                     | Title:                                 | Authorized  Signatory |

 

**[*Signature Page to Amendment Number 8 to Loan Documents*]**

 

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**ANNEX X**

 

[* * *]

 

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**ANNEX Y**

 

[* * *]

 

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